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Exclusive Representation Agreement Template for Switzerland

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Key Requirements PROMPT example:

Exclusive Representation Agreement

"I need an Exclusive Representation Agreement under Swiss law for my medical device company to appoint an exclusive distributor in the DACH region, with specific performance targets and a three-year initial term starting January 2025."

Document background
An Exclusive Representation Agreement is a critical document used when a company (principal) wishes to grant another entity (representative) the exclusive right to represent its products or services in a specific territory. Under Swiss law, this document requires careful structuring to comply with both the Swiss Code of Obligations and competition law requirements. The agreement typically includes comprehensive provisions on exclusivity rights, territory definitions, commission structures, performance targets, and termination rights. It's particularly important for companies expanding their market presence through dedicated representatives while maintaining control over their brand and commercial interests. The document should address specific Swiss legal requirements regarding agency relationships, commercial representation, and contractual obligations, while also considering international trade aspects if relevant.
Suggested Sections

1. Parties: Identification and details of the principal and the exclusive representative

2. Background: Context of the agreement, including brief description of parties' businesses and purpose of the arrangement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Express appointment of representative and detailed scope of exclusive representation

5. Territory: Geographic area where the exclusive representation rights apply

6. Duration and Termination: Term of agreement, renewal provisions, and termination rights

7. Exclusivity Obligations: Specific terms of exclusivity, including restrictions on both parties

8. Representatives Rights and Obligations: Detailed responsibilities and rights of the representative

9. Principals Rights and Obligations: Detailed responsibilities and rights of the principal

10. Commission Structure: Detailed commission calculations, payment terms, and conditions

11. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Post-Termination Obligations: Obligations that survive termination, including commission tail and non-compete

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required

2. Marketing and Promotion: Include when specific marketing obligations are imposed on either party

3. Training and Support: Include when the principal provides specific training or support services

4. Insurance Requirements: Include when specific insurance coverage is required

5. Data Protection: Include when personal data processing is involved

6. Force Majeure: Include when specific force majeure provisions are needed beyond standard Swiss law

7. Bank Guarantee: Include when financial security is required from the representative

8. Audit Rights: Include when principal requires right to audit representatives books

9. Sub-Representatives: Include when appointment of sub-representatives is permitted

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement

2. Schedule 2 - Territory Definition: Detailed description of geographic territories, including any excluded areas

3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product/service

4. Schedule 4 - Performance Targets: Specific sales targets or other performance metrics

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for use of principal's trademarks and branding

6. Appendix A - Reporting Templates: Standard forms for regular reporting requirements

7. Appendix B - Operating Procedures: Detailed operational procedures and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































Clauses











































Relevant Industries

Manufacturing

Technology

Pharmaceuticals

Consumer Goods

Industrial Equipment

Software and IT

Medical Devices

Luxury Goods

Automotive

Chemical Industry

Professional Services

Telecommunications

Fashion and Apparel

Electronics

Financial Services

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Compliance

International Business

Partner Management

Contract Administration

Corporate Development

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

Regional Sales Manager

Distribution Manager

Channel Partner Manager

International Business Manager

Chief Legal Officer

Compliance Officer

Operations Director

Account Executive

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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